||All England Reporter
|| All ER (D) 218 (May)
|| EWCA Civ 536
||Court of Appeal, Civil Division
Sir Terence Etherton, Lord Justice Lewison and Lord Justice McCombe
||David Chivers QC and Andrew Thompson QC (instructed by Herbert Smith Freehills LLP) for A.
||Kenneth MacLean QC, James Potts QC and Sam O'Leary (instructed by Slaughter and May) for the defendants.
||20 May 2015
Company - Transfer of shares - Validity of transfer - Claimant owning shares in company - Other shareholders forming corporate vehicle to acquire company - Other shareholders selling shares - Claimant refusing to sell shares - Claimant bringing proceedings, contending unfair prejudice - Claim being dismissed - Whether judge erring.
Company Transfer of shares. The claimant owned shares in a company. Other shareholders formed a corporate vehicle, by which they sought to acquire all shares in the company. All members of the company except the claimant accepted the offer. The claimant brought proceedings, contending that unfair prejudice had occurred, including that the company had sought to expropriate his shares at a gross undervalue. His claim was dismissed. The Court of Appeal, Civil Division, in dismissing the claimant's appeal, set out the principles, extracted from previous authority, as to the conditions for an effective challenge to an alteration to a company's articles.
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